Agreement - Arcadis U.S., Inc.

City of Chandler — Regular Meeting (2023-05-25)

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City Clerk Document No.

City Council Meeting Date: May 25, 2023

CITY OF CHANDLER SERVICES AGREEMENT
ADVANCED METERING INFRASTRUCTURE (AMI) CONSULTANT SERVICES
CITY OF CHANDLER AGREEMENT NO. PW3-918-4551

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Arcadis U.S., Inc., a Delaware corporation (Contractor),
(City and Contractor may individually be referred to as Party and collectively referred to as Parties)
and made

, 2023 (Effective Date).

RECITALS

A. City proposes to enter an agreement for advanced metering infrastructure consultant services as
more fully described in Exhibit A, which is attached to and made a part of this Agreement by this
reference.

B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.

C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:

SECTION I: DEFINITIONS

For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement

SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
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similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.

SECTION III: PERIOD OF SERVICE

Contractor must perform the services described in Exhibit A for the term of this Agreement.

Following execution of this Agreement by City, the Contractor will immediately commence work and
will complete all services described within 24 months from the date the Contractor is notified to
proceed.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services approved and accepted by the City under this
Agreement must not exceed $662,065. This not to exceed value does not include optional services.
Contractor must submit requests for payment for services approved and accepted during the
previous billing period and must include, as applicable, detailed invoices and receipts, a narrative
description of the tasks accomplished during the billing period, a list of any deliverables submitted,
and any subcontractor’s or supplier’s actual requests for payment plus similar narrative and listing
of their work. Payment for those services negotiated as a lump sum will be made in accordance with
the percentage of the work completed during the preceding billing period. Services negotiated as a
not-to-exceed fee will be paid in accordance with the work completed on the service during the
preceding month. All requests for payment must be submitted to the City for review and approval.
The City will make payment for approved and accepted services within 30 days of the City’s receipt
of the request for payment.

4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.

4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
the Parties a written Agreement Amendment shall be approved and executed by the Parties.
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SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.

5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
immediately after receiving such notice, the Contractor must discontinue advancing the work
specified under this Agreement. Upon such termination, abandonment, or suspension, the
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Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.

5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be
caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in
connection with this Agreement. This indemnity includes any claim or amount arising out of or
recovered under workers' compensation law or on account of the failure of the Contractor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
The Contractor must indemnify lndemnitee from and against any and all Claims, except those
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is
responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.

Limitation of Liability. To the fullest extent permitted by law, the total liability, in the aggregate,
of the Contractor and its directors, officers, employees, agents, or subcontractors (collectively
“ARCADIS” Parties), to the City and anyone claiming by, through, or under the City for any and
all injuries, claims, losses, expenses, costs, attorneys’ fees, and damages whatsoever arising
out of, resulting from, or in any way related to the Project, Contractor Services, of this
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Agreement shall not exceed three times (3X) the fees paid to the Contractor under this
Agreement. To the fullest extent permitted by law, in no event shall either the City or the
Contractor be liable to the other party for any incidental, indirect, punitive, or consequential
damages including, but not limited to, loss of revenues or profits, cost of capital, loss of use or
opportunity, cost of substitute facilities, good or services arising out of, resulting from, or in
any way related to the project, Contractor Services, or this Agreement. The releases, waivers,
and limitation of liability set forth in this section shall apply irrespective of the cause, including,
but not limited to, the negligent acts or omissions, strict liability, fault, breach of contract, tort,
indemnity obligations, or breach of express or implied warranties by or termination of the party
whose liability is released, waived, or limited.

5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
from or relate to performance of the work under this Agreement by Contractor and its agents,
representatives, employees, and subcontractors. Contractor and any subcontractors must
maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.

5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.

5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:

For the City
For the Contractor
Name: Christina Pryor Name: Esteban Azagra
Title: Procurement and Supply Senior Manager Title: Senior Vice President
Address: 175 S. Arizona Ave., 3rd Floor Address: 630 Plaza Drive, Suite 200
Chandler, AZ 85225 Highlands Ranch, CO 80129
Phone: 480-782-2403 Phone: 602-405-7858
Email: christina.pryor@chandleraz.gov Email: esteban.azagra@arcadis.com

5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants of
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest
in this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and the City.
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5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final
determination at the administrative level will be made by the City Purchasing and Materials
Manager.

5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.

5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until
such time that a settlement on those claims has been reached.

5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).

5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.

5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.

5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.

5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
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equivalent to the period of delay from the date written notice is received by the other Party.

5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to
permit the City to verify Contractor’s compliance.

5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.

5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.

5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.

5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.

5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
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Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.

5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.

5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
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action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.

5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.

5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.

5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.

5.30 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.

5.31 Severability. If any provision of this Agreement or the application to any person or
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circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.

5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.

5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.

5.34 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.

5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.

5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.

5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.

5.38 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.

5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:

Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
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Exhibit C - Insurance Requirements
Exhibit D - Special Conditions

5.40 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.

5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.

If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.

Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.

5.42 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and
regulations.

5.43 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.

5.44 Warranties. Contractor must furnish a one-year warranty on all work and services
performed under this Agreement. Contractor must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Contractor,
subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Contractor (including,
but not limited to, all parts and labor) at Contractor’s sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to the City on or before the
City’s final acceptance of Contractor’s services under this Agreement.

5.45 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.

5.46 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
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Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.

5.47 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget.
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13
This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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Senior Vice President

EXHIBIT A
SCOPE OF SERVICES

The Contractor will provide advanced metering infrastructure consulting services as
described below.

Task 1 – Project Management and AMI Advisory Services
The project management services will include ongoing coordination, framed within the project
management, monitoring, and control activities for the duration of the project. Additionally, the
PMO will provide AMI technical advisory services to the City.

Key Subtasks and Activities
Deliverables
1. Establish the Project PMO
2. Project Kick-Off
3. Data and Information Request and
Stakeholder Interviews
4. Establish a document repository for
project documents.
1. Project Communications – recurring
team meetings, stakeholder meetings
2. Project Schedule
3. Risk Register
4. Issues Log

Assumptions:
•
The Project PMO will be operating from start to finish of this project from planning,
procurement, implementation, and closure phases.
•
The City will provide a project manager to coordinate internal resources required
for this effort.
•
The City will establish a core team who represent the key areas the AMI solution
impacts.

Phase 1 – Planning
Task 2 – Needs Assessment & Implementation Planning – During this task, Arcadis will
conduct a series of workshops/meetings to identify the needs that are critical to AMI project
success. The City’s AMI Project should address the needs and pain points that the City wants
to improve. During this task, Arcadis will complete a meter inventory analysis to understand
more about the current in service meter population, meter age, compatibility with AMI, meter
accuracy and estimated lost revenue.

Key Subtasks and Activities
Deliverables
1. AMI Needs Assessment Workshops
2. Implementation Project Planning and
Alternatives Identification
3. Review relevant documents and
information provided by the City.
4. Refresh City-provided scope and
specifications to obtain updated quote
from Neptune distributor.
5. Ongoing project meetings and action
item and issue log management
1. Meter Inventory Analysis
2. Needs Assessment Findings
3. Implementation Plan and Timeline
4. Review and provide feedback on the
Neptune distributor scope of work.

Assumptions:
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•
Needs Assessment Workshops to not exceed seven workshops/meetings – Meters
& Installation services, Communication Network, Integrations, Data & Data
management, Processes, Customer Needs are a few of the key areas. Workshops
are 60 - 90 mins each.
•
Assessment findings will be summarized in MS PowerPoint
•
Meter inventory data is of a high quality and includes meter size, make, model,
location, installation date, premise ID, meter ID, any rehab dates for large meters,
read type (as applicable).
•
Implementation alternatives limited to six (6)

Task 3 – Financial Analysis - Arcadis will develop a business case that studies the various
implementation alternatives of AMI at the City. The alternatives that will be studied in Task 3 were
identified in Task 2 as an outcome of the Needs Assessment. The business case will inform City
decision makers on the value of the solution considering equipment choices, implementation
timeline and deployment options. The Financial Cost and Benefits analysis will include a
recommendation for a go forward plan that provides the best value for the City.

Key Subtasks and Activities
Deliverables
1. Financial Analysis – Cost and Benefits
assessment

1. Draft and Final Cost and Benefits
Financial Analysis
2. Business Case Results
Session/Presentation
Assumptions:
•
City will provide cost information for any preexisting contracts they are planning to
use include installation.
•
City will provide cost information from Neptune or their distributers. Arcadis has
AMI cost data that can be used however if the City has quoted pricing through their
existing contracts, this information will be important for this analysis.
•
City will provide service order data that Arcadis can evaluate which informs the
benefits assessment.
•
Arcadis will summarize the business case analysis results and recommendations
using MS PowerPoint.

Phase 2 – Implementation
The City has completed the software upgrade to Neptune 360 and the data is imported into
CIS for billing. The integration with the City’s current CIS system, CIS Infinity, has been tested
and accepted. The City is currently planning a significant upgrade to their CIS which will take
about two years to implement. The City wants to move forward with the AMI project keeping
the CIS upgrade project as a separate initiative from the AMI project until the integration
between the upgraded CIS and Neptune 360 is required.

It is in this phase that the AMI solution implementation plan is executed. Software
integrations are developed and tested, meters and endpoints are installed. Arcadis will
provide solution testing support, quality control of the meter deployment work, and help the
City with maximizing the benefits of their AMI solution with business process and change
management services.

During this phase, two tasks will be accomplished.
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•
Task 4 Implementation Project Management
•
Task 5 Owner’s agent implementation support.

The key subtasks and activities are described in the table below.

Key Subtasks and Activities
Deliverables
1. Review and provide feedback on the City’s scope of
work, implementation plan, support agreement,
warranty clauses and service levels for the
implementation of the Neptune AMI system. Arcadis
will provide recommendations to strengthen the
agreement which helps the City manage project
risks.
2. Onboard vendors/contractors – This includes AMI
vendor and installer.
3. Overall owner’s agent project management
including oversight of vendor work performance and
review of project deliverables.
4. System testing support and oversight – Arcadis will
support the City with the design of test scripts and a
tracking method to ensure the system is fully tested prior
to the final cutover.
5. Installation Quality Control – Arcadis will provide
quality control for AMI deployments related to hardware
installation, including best practices, data validation, and
verification. Our approach is to use our Endpoint
Acceptance tool to ensure as endpoints and meters are
installed, they are reporting data on the network within
the agreed upon acceptance criteria.
6. External Communications support (as needed
basis) - This includes preparing
briefings/presentations and participating in meetings
with City officials.
7. Business Process Design and Change
Management – The focus will be on internal impacts
of change to employees and updates to the City’s
standard operating procedures (SOP). Arcadis will
provide the following services:
•
Conduct meetings to gather the details for the
Change Management Plan.
•
Review and refine as needed the KPIs to track and
monitor success of the AMI Project.
•
Develop business process maps for the processes
impacted by AMI.
•
Provide edits to the City’s impacted SOPs. Identify
and draft new SOPs required for processes for the
new AMI solution.
•
Recommend required skills or additional resources
(either new responsibilities for existing resources or
1. Technical review and
feedback on the
City’s scope and
support agreement
for the AMI Solution.
2. System Test Strategy
- Support for test
script development,
and issue
management tools for
system defects and
issues.
3. Endpoint Acceptance
process and data
analysis tool
4. Change
Management Plan
including updated
and new business
process maps for
new processes.
5. Business Process
Training Materials
and Updated SOPs
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Key Subtasks and Activities
Deliverables
additional resources) to support the new AMI
processes.
•
Business Process Training facilitation and support.
If needed, AMI solution training to be provided by
the City’s Neptune distributor. Arcadis will
supplement vendor’s training with business process
training.
Assumptions:
•
The City’s Installation Contractor required for the implementation has a signed
scope of work with the City.
•
Data required from their AMI Vendor and from their CIS is provided for the
endpoint acceptance tool.
•
The City has baseline business process maps of the current critical processes
•
For business process training, Arcadis will use a train the trainer approach. The City
will identify business process change leads by impacted department to contribute
and review business process training materials and be trainers.
•
Arcadis will provide edits on existing SOPs up to five (5) number.
•
Arcadis will develop new SOPs for City (max eight (8) new SOPs)

Phase 3 – Customer Portal Advisory Services
Arcadis is offering these services for technical expertise on an advisory level to assist the City with
the customer portal solution requirements definition, procurement (if needed) and optionally
support for the implementation of the customer portal. We recommend early in this project that
we tackle subtask 1 shown below in the table so that the City’s team has clarity on the customer
portal needs and requirements which will inform possible procurement decision related to the
acquisition of the system. Two tasks (Tasks 6 and 7) are included in Phase 3.

•
Task 6 – Conduct Business Requirements Session
•
Task 7 – Support Portal Implementation. Task 7 are optional services.

Key Subtasks and Activities
Deliverables
1. Conduct requirements session with
the City to identify the business
requirements and technical
specifications
2. Provide advisory services to support
the City’s Project Manager leading
the portal implementation project.
(Optional)
1. Customer Portal business requirements
and technical specifications

Assumptions:
•
None

Phase 4 – Closure
During this phase one task - Solution Adoption and Closure will be tackled. Arcadis will work
closely with the City’s team and contractors to close out the project. Open issues log and
updated and final change management plan will be delivered. Additionally, Arcadis will
provide a change management framework for the City to continue recurring review of
business processes and operating procedures to help with the City’s user adoption. The
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subtasks are detailed below.

Key Subtasks and Activities
Deliverables
•
Participate in the transition to support
meeting with the City’s AMI vendor.
•
Participate in the transition to support
meeting with the City’s Customer Portal
vendor.
•
Conduct a final Change Management
plan hand off meeting to the City’s water
department leads.
•
Establish the framework for continuous
change management and business
process refinement and hand off to the
City’s team.
•
Issue any final deliverables and final
invoice
1. Finalize the Change Management Plan,
Change Management Framework and
Open Issues log.
2. Deliver the Project Document Repository
Archive

Assumptions:
•
Project closure occurs when the scope of work is completed which includes the
project completion of the AMI implementation.

High Level Project Schedule
The preliminary project schedule is detailed below. A detailed project schedule will be
developed and refined during the project initiation activities after the issuance of a notice to
proceed.
•
Total project duration is about 24 months.
•
The AMI implementation includes an initial deployment phase for system testing of six (6)
months and about 12-month full deployment period.

Figure 1: High Level Project Schedule

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ADDITIONAL SERVICES

The Contractor may provide other related services upon request from the City.

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EXHIBIT B
COMPENSATION AND FEES

Project Fees
Fees are inclusive of all services described in the Scope of Services.

Task
Fee
Task 1 - Project Management and AMI Advisory Services

$162,101
Task 2 – Needs Assessment and Implementation Planning

$66,145
Task 3 – Financial Analysis

$42,928
Task 4 – AMI Implementation Project Management

$34,294
Task 5 - Owner’s agent implementation support

$241,598
Task 6 – Portal Advisory Services

$41,531
Task 7 – Portal Implementation Advisory Services (Optional)

$43,079
Task 8 - Project Adoption & Closure

$17,969
Contingency

$25,000

Project Deliverables Total (Tasks 1 – 6, Task 8 & Contingency)
$631,565
Optional Services (Task 7) Project Deliverables Total
$43,079

Travel Expenses
Unless otherwise agreed, travel expenses will be billed as actual costs, not to exceed.

Estimated Travel Expenses (NTE)
$30,500
Note: Travel estimated for Tasks 1, 2, 4 and 5. Travel is not anticipated for any other Task.

Hourly Rates
The rates for consultant and subcontractor personnel below will serve as the basis for pricing
in the event that the City requires related services in addition to those of the Scope of
Services.

Staff Role
Hourly Fee
Principal
$372
Project Manager
$281
Implementation Lead/AMI Expert/Meter Expert
$260
Technical Analyst (Integrations & Data)
$243
Deputy Project Manager
$200
Organizational Change Management Lead
$190
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Business Analyst
$150
Project Assistant
$130

Pricing Assumptions
▪
Project start: June 2023
▪
Project duration: about 24 months - 6 months for Initial Deployment and about 15 months
for Full Deployment. All software and integration work for the AMI will be completed in
the Initial deployment (first six (6) months)
▪
City’s project team and supporting resources are fully committed to this project
▪
City review and approval of deliverables completed within 7 days
▪
Pricing does not account for unknowns such as equipment delivery delays or delays for
other services required by third party
▪
Responsibility for the coordination of third-party resources and installation resources is
with the City’s Project Manager
▪
Pricing presented time and materials contract with a not to exceed cap. Arcadis will bill
monthly for hours expended.
▪
Contingency presented in the fee table is a bucket of hours that the City can use to manage
risks to the project. Contingency dollars will only be use with prior approval from the
City’s project manager.

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EXHIBIT C
INSURANCE
INSURANCE

General.

A.
At the same time as execution of this Agreement, the Contractor shall furnish the
City a certificate of insurance on a standard insurance industry ACORD form. The
ACORD form must be issued by an insurance company authorized to transact
business in the State of Arizona possessing a current A.M. Best, Inc. rating of A-7, or
better and legally authorized to do business in the State of Arizona with policies and
forms satisfactory to City. Provided, however, the A.M. Best rating requirement
shall not be deemed to apply to required Workers’ Compensation coverage.

B.
The Contractor and any of its subcontractors shall procure and maintain, until all of
their obligations have been discharged, including any warranty periods under this
Agreement are satisfied, the insurances set forth below.

C.
The insurance requirements set forth below are minimum requirements for this
Agreement and in no way limit the indemnity covenants contained in this
Agreement.

D.
The City in no way warrants that the minimum insurance limits contained in this
Agreement are sufficient to protect Contractor from liabilities that might arise out
of the performance of the Agreement services under this Agreement by Contractor,
its agents, representatives, employees, subcontractors, and the Contractor is free
to purchase any additional insurance as may be determined necessary.

E.
Failure to demand evidence of full compliance with the insurance requirements in
this Agreement or failure to identify any insurance deficiency will not relieve the
Contractor from, nor will it be considered a waiver of its obligation to maintain the
required insurance at all times during the performance of this Agreement.

F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall
execute a written contract with Subcontractor containing the same Indemnification
Clause and Insurance Requirements as the City requires of the Contractor in this
Agreement. The Contractor is responsible for executing the Agreement with the
Subcontractor and obtaining Certificates of Insurance and verifying the insurance
requirements.

Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of
liability not less than those stated below.

A.
Commercial General Liability-Occurrence Form. Contractor must maintain
“occurrence” form Commercial General Liability insurance with a limit of not less
than $2,000,000 for each occurrence, $4,000,000 aggregate. Said insurance must
also include coverage for products and completed operations, independent
contractors, personal injury and advertising injury. If any Excess insurance is utilized
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to fulfill the requirements of this paragraph, the Excess insurance must be “follow
form” equal or broader in coverage scope than underlying insurance.

B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance
with a limit of $1,000,000 each accident on Contractor owned, hired, and non-
owned vehicles assigned to or used in the performance of the Contractor’s work or
services under this Agreement. If any Excess or Umbrella insurance is utilized to
fulfill the requirements of this paragraph, the Excess or Umbrella insurance must
be “follow form” equal or broader in coverage scope than underlying insurance.

C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain
Workers Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor employees engaged in the performance
of work or services under this Agreement and must also maintain Employers’
Liability insurance of not less than $1,000,000 for each accident and $1,000,000
disease for each employee.

D.
Professional Liability. If the Agreement is the subject of any professional services or
work performed by the Contractor, or if the Contractor engages in any professional
services or work adjunct or residual to performing the work under this Agreement,
the Contractor must maintain Professional Liability insurance covering errors and
omissions arising out of the work or services performed by the Contractor, or
anyone employed by the Contractor, or anyone whose acts, mistakes, errors and
omissions the Contractor is legally liable, with a liability limit of $1,000,000 each
claim and $2,000,000 all claims. In the event the Professional Liability insurance
policy is written on a “claims made” basis, coverage must extend for three years
past completion and acceptance of the work or services, and the Contractor, or its
selected Design Professional will submit Certificates of Insurance as evidence the
required coverage is in effect. The Design Professional must annually submit
Certificates of Insurance citing that the applicable coverage is in force and contains
the required provisions for a three-year period.

Additional Policy Provisions Required.

A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must
be declared and approved by the City. If not approved, the City may require that the
insurer reduce or eliminate any deductible or self-insured retentions with respect to
the City, its officers, officials, agents, employees, and volunteers.

1. The Contractor’s insurance must contain broad form contractual liability
coverage.

2. The Contractor's insurance coverage must be primary insurance with respect to
the City, its officers, officials, agents, and employees. Any insurance or self-
insurance maintained by the City, its officers, officials, agents, and employees
shall be in excess of the coverage provided by the Contractor and must not
contribute to it.
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3. The Contractor's insurance must apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.

4. Coverage provided by the Contractor must not be limited to the liability
assumed under the indemnification provisions of this Agreement.

5. The policies must contain a severability of interest clause and waiver of
subrogation against the City, its officers, officials, agents, and employees, for
losses arising from Work performed by the Contractor for the City.

6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for a
minimum period of three years following completion and acceptance of the
Work. The Contractor must submit a Certificate of Insurance evidencing
Commercial General Liability insurance during this three-year period containing
all the Agreement insurance requirements, including naming the City of
Chandler, its agents, representatives, officers, directors, officials and employees
as Additional Insured as required.

7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but
this acceptance and reliance will not waive or alter in any way the insurance
requirements or obligations of this Agreement.

B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement,
the Contractor must forward renewal or replacement Certificates to the City
within ten days after the renewal date containing all the required insurance
provisions.
2. Each insurance policy required by the insurance provisions of this
Contract/Agreement shall provide the required coverage and shall not be
suspended, voided or canceled except after 30 days prior written notice has
been given to the City, except when cancellation is for non-payment of premium,
then ten days prior notice may be given. Such notice shall be sent directly to
Chandler Law-Risk Management Department, Post Office Box 4008, Mailstop
628, Chandler, Arizona 85225. If any insurance company refuses to provide the
required notice, the Contractor or its insurance broker shall notify the City of
any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.

A.
City as Additional Insured. The policies are to contain, or be endorsed to contain,
the following provisions:

1. The Commercial General Liability and Automobile Liability policies are to
contain, or be endorsed to contain, the following provisions: The City, its
officers, officials, agents, and employees are additional insureds with respect to
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liability arising out of activities performed by, or on behalf of, the Contractor
including the City's general supervision of the Contractor; Products and
Completed operations of the Contractor; and automobiles owned, leased, hired,
or borrowed by the Contractor.

2. The City, its officers, officials, agents, and employees must be additional
insureds to the full limits of liability purchased by the Contractor even if those
limits of liability are in excess of those required by this Agreement.

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EXHIBIT D
SPECIAL CONDITIONS

INTELLECTUAL PROPERTY

City Ownership of Project Documents. All work products (electronically or manually generated)
including, but not limited to: plans, specifications, cost estimates, tracings, studies, design
analyses, original drawings, Computer Aided Drafting and Design (CADD) file diskettes which
reflect all final drawings, and other related documents which are prepared in the performance of
this Agreement (collectively referred to as "Documents") are to be and remain the property of the
City and are to be delivered to the City Representative before the final payment is made to the
Contractor. In the event these Documents are altered, modified or adapted without the written
consent of the Contractor, which consent the Contractor shall not unreasonably withhold, the City
agrees to hold the Contractor harmless to the extent permitted by law from the legal liability
arising out of the City's alteration, modification or adaptation of the Documents.

Contractor to Retain Copyrights. The copyrights, patents, trade secrets or other intellectual
property rights associated with the ideas, concepts, techniques, inventions, processes or works of
authorship developed or created by the Contractor, its subcontractors or personnel, during the
course of performing this Agreement or arising out of the Project shall belong to the Contractor.

License to City for Reasonable Use. With this Agreement, the Contractor and its subcontractors
hereby grant a license to the City, its agents, employees, and representatives for an indefinite
period of time to reasonably use, make copies, and distribute as appropriate the Documents,
works or deliverables developed or created as a result of the Project and this Agreement. This
license also includes the making of derivative works. In the event that the derivative works require
the City to alter or modify the Documents, then the provisions of this section apply.

Documents to Bear Seal. The Contractor and its subcontractors shall endorse by professional seal
all plans, works, and deliverables prepared by each for this Agreement as required by state law

ACCESS TO SECURED FACILITIES

Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker shall
not be allowed to begin work in any City facility without: (A) The prior completion and the City's
acceptance of the required background screening; and (B) when required, the Contract Worker's
receipt of a City issued badge. A badge will be issued to a Contract Worker solely for access to the
City facility(s) to which the Contract Worker is assigned. Each Contract Worker who enters a City
facility must use the badge issued to the Contract Worker. Any and all fees associated with security
badging will be assessed in compliance with Chandler City Code §4-22.

Key Access Procedures. If the Contract Worker's services require keyed access to enter a City
facility(s), a separate key issue/return form must be completed and submitted by Contractor for
each key issued.

Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the City
immediately. A new badge application or key issue form shall be completed and submitted along
with payment of the applicable fees prior to issuance of a new badge or key.
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Return of Badges or Keys. All badges and keys are the property of the City and must be returned
to the City within one business day of when the Contract Worker's access to a City facility is no
longer required to furnish the services under this Agreement. Contractor shall collect a Contract
Worker's badge and key(s) upon the termination of the Contract Worker's employment; when the
Contract Worker's services are no longer required at the particular City facility(s); or upon
termination, cancellation or expiration of this Agreement.

Contractor's default under this Section shall include, but is not limited to the following: (1) Contract
Worker gains access to a City facility(s) without the proper badge or key; (2) Contract Worker uses
a badge or key of another to gain access to a City facility; (3) Contract Worker commences services
under this Agreement without the proper badge, key or Background Screening; (4) Contract
Worker or Contractor submits false information or negligently submits wrong information to the
City to obtain a badge, key or applicable Background Screening; or (5) Contractor fails to collect
and timely return Contract Worker's badge or key upon termination of Contract Worker's
employment, reassignment of Contract Worker to another City facility or upon the expiration,
cancellation or termination of this Agreement. Contractor acknowledges and agrees that the
access control, badge and key requirements in this Section are necessary to preserve and protect
public health, safety and welfare. Accordingly, Contractor agrees to properly cure any default
under this Section within three business days from the date notice of default is sent by the City.
The parties agree that Contractor's failure to properly cure any default under this Section shall
constitute a breach of this Section. In addition to any other remedy available to the City at law or
in equity, Contractor shall be liable for and shall pay to the City the sum of $1,000.00 for each
breach by Contractor of this Section. The parties further agree that the sum fixed above is
reasonable and approximates the actual or anticipated loss to the City at the time and making of
this Agreement in the event that Contractor breaches this Section. Further, the parties expressly
acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the
City's actual damages in the event that Contractor breaches this Section. The parties further agree
that three breaches by Contractor of this Section arising out of any default within a consecutive
period of three months or three breaches by Contractor of this Section arising out of the same
default within a period of 12 consecutive months shall constitute a material breach of this
Agreement by Contractor and the City expressly reserves all of its rights, remedies and interests
under this Agreement, at law and in equity including, but not limited to, termination of this
Agreement.

DocuSign Envelope ID: C787F957-04BB-413D-A6BF-4AD096AD9305